Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnJune 30, 2021 ,Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the "Company") entered into a Second Amended and Restated Employment Agreement (the "Employment Agreement") withJeffrey A. Lipson , the Company's Executive Vice President and Chief Financial Officer. The Employment Agreement requiresMr. Lipson to devote substantially all of his business time and efforts to the Company. It also provides for the following: •an initial annual base salary of$525,000 , subject to at least annual review and potential increase by the compensation committee of the board of directors of the Company (the "Compensation Committeee"); •eligibility for annual cash performance bonuses based on the satisfaction of performance goals established by the Compensation Committee, which will be awarded at the discretion of the Compensation Committee and are subject to at least annual review and potential increase by the Compensation Committee; •participation in the Company's fringe benefit programs that the Company generally makes available to its employees, including medical and dental insurance and life insurance; •eligibility to receive an award of limited partner profit interests ("LTIP Units") under the 2013Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan (the "2013 Plan") and an applicable LTIP Unit award agreement when grants of LTIP Units are otherwise made by the Company to similarly situated executives of the Company; and •eligibility to receive for grants of restricted stock, stock options or other awards under the 2013 Plan. The term of the Employment Agreement commenced as ofMarch 1, 2019 (the date ofMr. Lipson's original employment agreement with the Company) and will terminate on a date specified by the Company orMr. Lipson in a notice given, at will, with or without cause, by either party to the other party not less than 30 days prior to such termination date, unless such term is sooner terminated under the Employment Agreement. The Employment Agreement provides that ifMr. Lipson's employment is terminated by the Company for reasons other than for "cause" or by him for "good reason" (as each term is defined in the Employment Agreement),Mr. Lipson will be entitled to the following severance payments and benefits, subject toMr. Lipson's execution and non-revocation of a general release of claims: (i) accrued but unpaid base salary, bonus and other benefits earned and accrued but unpaid prior to the date of termination, (ii) an amount equal to the sum of 18 months ofMr. Lipson's then-current annual base salary and 150% of his annual average bonus over the prior three years (or such fewer years with respect to which he received an annual bonus), (iii) health benefits for 18 months followingMr. Lipson's termination of employment at the same level as in effect immediately preceding such termination, subject to reduction to the extent that he receives comparable benefits from a subsequent employer, and (iv) 100% of the unvested stock or stock-based awards held byMr. Lipson will become fully vested and/or exercisable. The Employment Agreement also provides that 100% ofMr. Lipson's unvested time-based stock (or stock-based) awards become fully vested and/or exercisable in the eventMr. Lipson's employment is terminated other than for cause within 60 days before or 90 days after a "change-in-control" (as defined in the Employment Agreement) , and for the effect of a termination of employment before or after a change-in-control onMr. Lipson's performance-based stock (or stock-based) awards to be determined in accordance with the applicable agreements under which such awards were granted. The Employment Agreement also contains standard confidentiality provisions, which apply indefinitely, and both non-competition and non-solicitation provisions, which apply during the term of the Employment Agreement and for a period of 18 months following termination of employment. The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by the terms of the Employment Agreement to be filed as an exhibit the Company's next periodic report.
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